Notice2025-20682
Self-Regulatory Organizations; 24X National Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Transaction Fees and Rebates Applicable to Members of the Exchange
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Published
November 24, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 224 (Monday, November 24, 2025)</title>
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[Federal Register Volume 90, Number 224 (Monday, November 24, 2025)]
[Notices]
[Pages 53020-53023]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20682]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104223; File No. SR-24X-2025-13]
Self-Regulatory Organizations; 24X National Exchange LLC; Notice
of Filing and Immediate Effectiveness of Proposed Rule Change To Amend
the Transaction Fees and Rebates Applicable to Members of the Exchange
November 19, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on September 30, 2025, 24X National Exchange LLC (``24X'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the transaction fees and rebates
applicable to Members \4\ of the Exchange pursuant to Exchange Rule
15.1(a) and (c). The proposed rule change is available on the
Exchange's website at <a href="https://equities.24exchange.com/regulation">https://equities.24exchange.com/regulation</a> and at
the principal office of the Exchange.
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\4\ See Exchange Rule 1.5(u).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the transaction fees and rebates
applicable to Members of the Exchange. Specifically, the Exchange
proposes the following with respect to securities priced below $1.00
per share (``Sub-Dollar Securities''): (i) to reduce the fee for
executions of orders that remove liquidity from the 24X Book \5\
(``Removed Volume'') from 0.28% of total dollar value to 0.15% of total
dollar value, and (ii) to increase the rebate for executions of orders
that are displayed on the 24X Book and add liquidity to the Exchange
(``Added Displayed Volume'') \6\ from 0.075% of total dollar value to
0.15% of total dollar value. The Exchange will commence operations as a
national securities exchange on October 14, 2025, and will implement
these changes as of that date.
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\5\ ``24X Book'' refers to the Exchange system's electronic file
of orders. See Exchange Rule 1.5(a).
\6\ Such executions will be indicated by a fee code of ``1'' in
execution reports provided by the Exchange.
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The proposed decreased fee for Removed Volume and increased rebate
for Added Displayed Volume in Sub-Dollar Securities are more consistent
with the fees charged and rebates provided by other exchanges,\7\ and
are intended to promote order flow in Sub-Dollar Securities to the
Exchange by incentivizing Members to increase the liquidity-providing
orders they submit to the Exchange, which would support price discovery
on the Exchange and provide additional liquidity for incoming orders.
The Exchange also believes this change will promote market quality by
encouraging narrower spreads in Sub-Dollar Securities, which
[[Page 53021]]
are often characterized by lower depth and wider bid-ask differentials.
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\7\ See Long-Term Stock Exchange, Inc. (``LTSE'') fee schedule,
available at: <a href="https://cdn.prod.website-files.com/6462417e8db99f8baa06952c/68a7887113d19e3c58f358ca_LTSE%20Fee%20Schedule_August%2021%2C%202025%20">https://cdn.prod.website-files.com/6462417e8db99f8baa06952c/68a7887113d19e3c58f358ca_LTSE%20Fee%20Schedule_August%2021%2C%202025%20</a>(Date%20Update).pdf; Cboe EDGA Exchange, Inc. (``Cboe EDGA'') fee
schedule, available at: <a href="https://www.cboe.com/us/equities/membership/fee_schedule/edga/">https://www.cboe.com/us/equities/membership/fee_schedule/edga/</a>; MIAX PEARL, LLC (``MIAX Pearl'') fee schedule,
available at: <a href="https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_08012025.pdf">https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_08012025.pdf</a>;
and NYSE Texas, Inc. (``NYSE Texas'') fee schedule, available at:
<a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf</a>.
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The proposed rule change does not include different fees or rebates
for transactions in Sub-Dollar Securities that depend on the number of
orders submitted to, or transactions executed on or through, the
Exchange. Accordingly, all fees and rebates described above are
applicable to all Members, regardless of the overall volume of a
Member's trading activities on the Exchange.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) \8\ of the Act in general, and
furthers the objectives of Section 6(b)(4) \9\ of the Act, in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees, and other charges among its
Members and other persons using its facilities. Additionally, the
Exchange believes that the proposed fees and rebates are consistent
with the objectives of Section 6(b)(5) \10\ of the Act in that they are
designed to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and national market
system, and, in general, to protect investors and the public interest,
and, particularly, are not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers.
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\8\ 15 U.S.C. 78f.
\9\ 15 U.S.C. 78f(b)(4).
\10\ 15 U.S.C. 78f(b)(5).
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Upon its commencement of operations as a national securities
exchange, the Exchange will operate in a highly competitive market in
which market participants can readily direct order flow to competing
venues if they deem fee levels at a particular venue to be excessive or
incentives to be insufficient. The Exchange believes that the proposed
amended fee and rebate reflect a simple and competitive pricing
structure designed to incentivize market participants to add
aggressively priced displayed liquidity and direct their order flow to
the Exchange, which the Exchange believes would promote price discovery
and price formation and deepen liquidity that is subject to the
Exchange's transparency, regulation, and oversight as an exchange,
thereby enhancing market quality to the benefit of all Members and
investors. The Exchange also believes this change will promote market
quality by encouraging narrower spreads in Sub-Dollar Securities, which
are often characterized by lower market depth and wider bid-ask
differentials.
The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues, and also recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \11\
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\11\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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As illustrated in the following table, the Exchange notes that the
proposed amended fee and rebate are comparable to those in place on
other exchanges: \12\
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\12\ See supra note 7.
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Fee for removing Rebate for adding
Exchange sub-dollar volume sub-dollar volume
(percent) (percent)
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24X........................... 0.15 (0.15)
LTSE.......................... 0.20 (0.15)
Cboe EDGA..................... 0.15 (0.15)
MIAX Pearl.................... 0.20 (0.15)
NYSE Texas.................... 0.10 (0.10)
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The Exchange believes that it is appropriate, reasonable, and
consistent with the Act to charge a standard fee of 0.15% of total
dollar value for Removed Volume in Sub-Dollar Securities, because it is
more comparable to the transaction fees charged by other exchanges for
removing liquidity in Sub-Dollar Securities.\13\ The Exchange further
believes that this fee is equitably allocated and not unfairly
discriminatory because it applies equally to all Members, and is
designed to facilitate increased activity on the Exchange to the
benefit of all Members by providing more trading opportunities and
promoting price discovery.
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\13\ Id.
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The Exchange believes that it is appropriate, reasonable, and
consistent with the Act to provide a standard rebate of 0.15% of the
total dollar value for Added Displayed Volume in Sub-Dollar Securities,
because it is also more consistent with rebates provided by other
exchanges for transactions that add volume in Sub-Dollar
Securities.\14\ The Exchange further believes that this rebate
structure is equitably allocated and not unfairly discriminatory
because it applies equally to all Members.
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\14\ Id.
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The Exchange notes that under the proposed amended fee structure,
it will pay the same rebate for Added Displayed Volume in Sub-Dollar
Securities as the fee it charges for removing such volume, and as such
the Exchange will have no net capture (i.e., will not make money) with
respect to transactions in Sub-Dollar Securities. As noted above, the
Exchange will operate in a highly competitive market, and the Exchange
believes this pricing structure will enable it to effectively compete
with other exchanges by attracting Members and order flow to the
Exchange, which will help the Exchange to gain market share for
executions. The Exchange may determine to modify its pricing structure
after it has gained sufficient participation from market participants
to instead be profitable with respect to such transactions. The
Exchange believes this pricing structure, including the zero net
capture for Added Displayed Volume transactions in Sub-Dollar
Securities, is designed to incentivize market participants to add
aggressively priced displayed liquidity and direct their order flow to
the Exchange, which the Exchange believes would promote price
discovery, price formation, and narrower spreads, and deepen liquidity
that is subject to the Exchange's transparency, regulation, and
oversight as an exchange, thereby enhancing market quality to the
benefit of all Members and investors. The Exchange does not believe
that the zero
[[Page 53022]]
net capture with respect to Added Displayed Volume transactions in Sub-
Dollar Securities will materially impact the capitalization of the
Exchange or otherwise impair the Exchange's ability to operate or
regulate itself. The Exchange is well-capitalized and the Exchange's
parent company, 24X US Holdings LLC, has agreed to provide adequate
funding for the Exchange's operations, including the regulation of the
Exchange.
In conclusion, the Exchange submits that its proposed amended fee
structure satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of
the Act for the reasons discussed above in that it provides for the
equitable allocation of reasonable dues, fees, and other charges among
its Members and other persons using its facilities, does not permit
unfair discrimination between customers, issuers, brokers, or dealers,
and is designed to promote just and equitable principles of trade, to
remove impediments to and perfect the mechanism of a free and open
market and a national market system and in general to protect investors
and the public interest, particularly as the proposal neither targets
nor will it have a disparate impact on any particular category of
market participant. As described more fully below in the Exchange's
statement regarding the burden on competition, the Exchange believes
that it is subject to significant competitive forces, and that its
proposed amended fee and rebate structure is an appropriate effort to
address such forces.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. Rather, as
discussed above, the Exchange believes that the proposed changes would
encourage the submission of additional order flow to a public exchange,
thereby promoting market depth, execution incentives, and enhanced
execution opportunities, as well as price discovery and transparency
for all Members. As a result, the Exchange believes that the proposed
changes further the Commission's goal in adopting Regulation NMS of
fostering competition among orders, which promotes ``more efficient
pricing of individual stocks for all types of orders, large and
small.'' \15\
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\15\ Regulation NMS Adopting Release at 37499.
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The Exchange does not believe that the proposed rule change will
impose any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. To the contrary,
the Exchange believes that the proposed amended pricing structure will
increase competition and is intended to draw volume to the Exchange as
it commences operations. The Exchange believes that the ever-shifting
market share among the exchanges from month to month demonstrates that
market participants can shift order flow or reduce use of certain
categories of products in response to new or different pricing
structures being introduced into the market. Accordingly, competitive
forces constrain the Exchange's transaction fees and rebates, and
market participants can readily trade on competing venues if they deem
pricing levels at those other venues to be more favorable. As a new
exchange, the Exchange expects to face intense competition from
existing exchanges and other non-exchange venues that provide markets
for equities trading. With respect to the Exchange's proposal to
operate with zero net capture for transactions involving Added
Displayed Volume in Sub-Dollar Securities, the Exchange is proposing
this pricing in an effort to encourage market participants to join,
connect to, and participate on the Exchange. The Exchange may modify
its pricing structure after it has gained sufficient participation from
market participants to eliminate the zero net capture and instead be
profitable with respect to such transactions.
Although this pricing incentive is intended to attract liquidity to
the Exchange, most other exchanges in operation today already offer
multiple incentives to their participants, including tiered pricing
that provides higher rebates or discounted executions, and other
exchanges will be able to modify such incentives in order to compete
with the Exchange. As discussed above, the Exchange notes that the
proposed amended fee and rebate are comparable to those in place on
other exchanges. Accordingly, with respect to a market participant
deciding to either submit an order to add or remove liquidity in Sub-
Dollar Securities, there are multiple exchanges that will continue to
be competitively priced for such orders when compared to the Exchange's
pricing. Further, while pricing incentives do cause shifts of liquidity
between trading centers, market participants make determinations on
where to provide liquidity or route orders to take liquidity based on
factors other than pricing, including technology, functionality, and
other considerations. Consequently, the Exchange believes that the
degree to which its proposed amended fee and rebate could impose any
burden on competition is extremely limited, and does not believe that
such pricing structure would burden competition of Members or competing
venues in a manner that is not necessary or appropriate in furtherance
of the purposes of the Act.
The Exchange does not believe that the proposed rule change will
impose any burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act because the
proposed amended fee and rebate apply equally to all Members. The
proposed pricing structure is intended to encourage market participants
to add and remove displayed liquidity in Sub-Dollar Securities on the
Exchange by providing a fee and rebate that are more comparable to
those offered by other exchanges, which the Exchange believes will help
to encourage Members to send orders to the Exchange to the benefit of
all Exchange participants. As the proposed rates are equally applicable
to all market participants, the Exchange does not believe there is any
burden on intramarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \16\ of the Act and subparagraph (f)(2) of Rule 19b-4
thereunder,\17\ because it establishes a due, fee, or other charge
imposed by the Exchange. At any time within 60 days of the filing of
the proposed rule change, the Commission summarily may temporarily
suspend such rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act. If the Commission takes such action, the Commission shall
institute proceedings under Section 19(b)(2)(B) \18\ of the Act to
determine whether the proposed rule
[[Page 53023]]
change should be approved or disapproved.
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\16\ 15 U.S.C. 78s(b)(3)(A).
\17\ 17 CFR 240.19b-4(f)(2).
\18\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#9ae8eff6ffb7f9f5f7f7fff4eee9dae9fff9b4fdf5ec"><span class="__cf_email__" data-cfemail="0c7e796069216f6361616962787f4c7f696f226b637a">[email protected]</span></a>. Please include
file number SR-24X-2025-13 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-24X-2025-13. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-24X-2025-13 and should be submitted on
or before December 15, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-20682 Filed 11-21-25; 8:45 am]
BILLING CODE 8011-01-P
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